Amendment: SEC Form SCHEDULE 13D/A filed by Lamb Weston Holdings Inc.
$LW
Packaged Foods
Consumer Staples
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
|
Lamb Weston Holdings, Inc. (Name of Issuer) |
Common Stock, $1.00 par value (Title of Class of Securities) |
513272104 (CUSIP Number) |
Michael Mayberry, General Coun Continental Grain Company, 767 Fifth Avenue New York, NY, 10153 212-207-2898 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/30/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 513272104 |
| 1 |
Name of reporting person
CONTINENTAL GRAIN CO | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,134,080.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Box 13 - The percentages used herein are calculated based on 141,115,615 shares of common stock, $1.00 par value per share (the "Shares") outstanding as of March 27, 2025, as disclosed in the Issuer's quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission (the "SEC") on April 3, 2025 (the "Quarterly Report").
SCHEDULE 13D
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| CUSIP No. | 513272104 |
| 1 |
Name of reporting person
FRIBOURG PAUL J | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,134,080.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Box 11 - Does not include 15 Shares over which Mr. Paul Fribourg does not have direct or indirect beneficial ownership. Such shares are held in a trust for members of Mr. Paul Fribourg's extended family in which Mr. Paul Fribourg is one of three voting trustees.
Box 13 - The percentages used herein are calculated based on 141,115,615 Shares outstanding as of March 27, 2025, as disclosed in the Quarterly Report.
SCHEDULE 13D
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| CUSIP No. | 513272104 |
| 1 |
Name of reporting person
GENDASON ARI DAVID | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,340.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Box 11 - Ari D. Gendason is the Chief Investment Officer ("CIO") of Continental Grain Company. In his capacity as CIO, Mr. Gendason possesses neither shared nor sole voting or dispositional control over the 2,134,080 Shares beneficially owned by Continental Grain Company. However, as the CIO of Continental Grain Company, there may be certain unforeseen circumstances affecting Continental Grain Company that could result in Mr. Gendason potentially influencing the sale and voting of the 2,134,080 Shares owned by Continental Grain Company. The Reporting Persons do not believe the occurrence of any such unforeseen circumstance to be probable. Mr. Gendason expressly disclaims any beneficial ownership of the 2,134,080 Shares beneficially owned by Continental Grain Company.
Box 13 -The percentages used herein are calculated based on 141,115,615 Shares outstanding as of March 27, 2025, as disclosed in the Quarterly Report.
Represents less than 0.01 percent.
SCHEDULE 13D
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| CUSIP No. | 513272104 |
| 1 |
Name of reporting person
ZIMMERMAN MICHAEL J | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Box 11 - Michael J. Zimmerman is a member of the Board of Directors and the Vice Chairman of Continental Grain Company. In his capacity as Vice Chairman, Mr. Zimmerman possesses neither shared nor sole voting or dispositional control over the 2,134,080 Shares beneficially owned by Continental Grain Company. However, as the Vice Chairman of Continental Grain Company, there may be certain unforeseen circumstances affecting Continental Grain Company that could result in Mr. Zimmerman potentially influencing the sale and voting of the 2,134,080 Shares owned by Continental Grain Company. The Reporting Persons do not believe the occurrence of any such unforeseen circumstance to be probable. Mr. Zimmerman expressly disclaims any beneficial ownership of the 2,134,080 Shares beneficially owned by Continental Grain Company.
Box 13 - The percentages used herein are calculated based on 141,115,615 Shares outstanding as of March 27, 2025, as disclosed in the Quarterly Report.
Represents less than 0.01 percent.
SCHEDULE 13D
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| CUSIP No. | 513272104 |
| 1 |
Name of reporting person
FRIBOURG CHARLES | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
9,300.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Box 11 - This amount does not include 15 Shares over which Mr. Charles Fribourg does not have direct or indirect beneficial ownership. Such Shares are held in a trust for members of Mr. Charles Fribourg's extended family in which Mr. Charles Fribourg is one of three voting trustees. Mr. Charles Fribourg is a member of the Board of Directors and the Vice Chairman of Continental Grain Company. In his capacity as Vice Chairman, Mr. Charles Fribourg possesses neither shared nor sole voting or dispositional control over the 2,134,080 Shares beneficially owned by Continental Grain Company. However, as the Vice Chairman of Continental Grain Company, there may be certain unforeseen circumstances affecting Continental Grain Company that could result in Mr. Charles Fribourg potentially influencing the sale and voting of the 2,134,080 Shares owned by Continental Grain Company. The Reporting Persons do not believe the occurrence of any such unforeseen circumstance to be probable. Mr. Charles Fribourg expressly disclaims any beneficial ownership of the 2,134,080 Shares beneficially owned by Continental Grain Company.
Box 13 - The percentages used herein are calculated based on 141,115,615 Shares outstanding as of March 27, 2025, as disclosed in the Quarterly Report.
Represents less than 0.01 percent.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $1.00 par value | |
| (b) | Name of Issuer:
Lamb Weston Holdings, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
599 S. Rivershore Lane, Eagle,
IDAHO
, 83616. | |
Item 1 Comment:
This Amendment No. 9 to the Schedule 13D ("Amendment No. 9") amends and supplements the Schedule 13D originally filed by the undersigned with the SEC on October 18, 2024, as amended by Amendment No. 1 to the Schedule 13D filed with the SEC on December 18, 2024, and as further amended by Amendment No. 2 to the Schedule 13D filed with the SEC on December 20, 2024, as further amended by Amendment No. 3 to the Schedule 13D filed with the SEC on December 27, 2024, as further amended by Amendment No. 4 to the Schedule 13D filed with the SEC on January 29, 2025, as further amended by Amendment No. 5 to the Schedule 13D filed with the SEC on March 7, 2025, as further amended by Amendment No. 6 to the Schedule 13D filed with the SEC on April 1, 2025, as further amended by Amendment No. 7 to the Schedule 13D filed with the SEC on June 5, 2025 and as further amended by Amendment No. 8 to the Schedule 13D filed with the SEC on June 10, 2025 (as amended and supplemented, the "Schedule 13D"). Unless otherwise indicated, all capitalized terms used but not defined herein shall have the meanings ascribed to them in the Schedule 13D. This Amendment No. 9 is the final amendment to the Schedule 13D and constitutes an exit filing for the Reporting Persons. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is hereby amended and supplemented by the addition of the following:
On June 30, 2025, the Issuer, JANA Partners Management, LP ("JANA") and Continental Grain Company entered into a cooperation agreement (the "Cooperation Agreement"), pursuant to which Scott Ostfeld, Bradley Alford, Ruth Kimmelshue, Lawrence Kurzius, Paul Maass and Timothy R. McLevish will be appointed to the Issuer's board of directors. The effective date for such appointments will be the date upon which JANA delivers a written request to the Issuer for such effectiveness; provided, (i) such written request from JANA shall be delivered to the Issuer no later than July 11, 2025 and (ii) if JANA fails to deliver such request, the appointments shall be effective as of 4:00 PM EDT on July 11, 2025.
The foregoing description of the Cooperation Agreement is qualified by the full text of the Cooperation Agreement, which is included as Exhibit 99.6 to this Amendment No. 9 by reference to Exhibit 10.1 of the Issuer's Current Report on Form 8-K filed with the SEC on June 30, 2025 (the "Form 8-K") and is incorporated by reference herein.
By virtue of the Cooperation Agreement, the Reporting Persons, JANA, Bradley Alford, Jeffery DeLapp, Diane Dietz (whose legal name is Diane Dietz Suciu), John Gainor, Ruth Kimmelshue, James Lillie, Timothy McLevish and Joseph Scalzo are no longer deemed to be a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder. As a result, each and all of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Shares on June 30, 2025. The filing of this Amendment No. 9 represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 is hereby amended and restated in its entirety as follows:
The aggregate percentage of Shares reported to be beneficially owned by the Reporting Persons is based upon 141,115,615 Shares outstanding as of March 27, 2025, as disclosed in the Quarterly Report. As of the close of business on the date hereof, Continental Grain Company may be deemed to beneficially own 2,134,080 Shares, representing approximately 1.5% of the Shares outstanding. As of the close of business on the date hereof, Mr. Paul Fribourg may be deemed to beneficially own 2,134,080 Shares, representing approximately 1.5% of the Shares outstanding. As of the close of business on the date hereof, Mr. Gendason may be deemed to beneficially own 2,340 Shares, representing less than 0.01% of the Shares outstanding. As of the close of business on the date hereof, Mr. Zimmerman may be deemed to beneficially own 5,000 Shares, representing less than 0.01% of the Shares outstanding. As of the close of business on the date hereof, Mr. Charles Fribourg may be deemed to beneficially own 9,300 Shares, representing less than 0.01% of the Shares outstanding.
By virtue of the Cooperation Agreement, the Reporting Persons, JANA, Bradley Alford, Jeffery DeLapp, Diane Dietz (whose legal name is Diane Dietz Suciu), John Gainor, Ruth Kimmelshue, James Lillie, Timothy McLevish and Joseph Scalzo are no longer deemed to be a "group" within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) promulgated thereunder. | |
| (b) | Continental Grain Company has sole voting and dispositive power over 2,134,080 Shares.
Mr. Paul Fribourg has sole voting and dispositive power over 2,134,080 Shares. This amount does not include 15 Shares over which Mr. Paul Fribourg does not have direct or indirect beneficial ownership. Such Shares are held in a trust for members of Mr. Fribourg's extended family in which Mr. Paul Fribourg is one of three voting trustees.
Mr. Gendason has sole voting and dispositive power over 2,340 Shares. Mr. Gendason is the CIO of Continental Grain Company. In his capacity as CIO, Mr. Gendason possesses neither shared nor sole voting or dispositional control over the 2,134,080 Shares beneficially owned by Continental Grain Company. However, as the CIO of Continental Grain Company, there may be certain unforeseen circumstances affecting Continental Grain Company that could result in Mr. Gendason potentially influencing the sale and voting of the 2,134,080 Shares owned by Continental Grain Company. The Reporting Persons do not believe the occurrence of any such unforeseen circumstance to be probable. Mr. Gendason expressly disclaims any beneficial ownership of the 2,134,080 Shares beneficially owned by Continental Grain Company.
Mr. Zimmerman has sole voting and dispositive power over 5,000 Shares. Mr. Zimmerman is a member of the Board of Directors and the Vice Chairman of Continental Grain Company. In his capacity as Vice Chairman, Mr. Zimmerman possesses neither shared nor sole voting or dispositional control over the 2,134,080 Shares beneficially owned by Continental Grain Company. However, as the Vice Chairman of Continental Grain Company, there may be certain unforeseen circumstances affecting Continental Grain Company that could result in Mr. Zimmerman potentially influencing the sale and voting of the 2,134,080 Shares owned by Continental Grain Company. The Reporting Persons do not believe the occurrence of any such unforeseen circumstance to be probable. Mr. Zimmerman expressly disclaims any beneficial ownership of the 2,134,080 Shares beneficially owned by Continental Grain Company.
Mr. Charles Fribourg has sole voting and dispositive power over 9,300 Shares. This amount does not include 15 Shares over which Mr. Charles Fribourg does not have direct or indirect beneficial ownership. Such Shares are held in a trust for members of Mr. Charles Fribourg's extended family in which Mr. Charles Fribourg is one of three voting trustees. Mr. Charles Fribourg is a member of the Board of Directors and the Vice Chairman of Continental Grain Company. In his capacity as Vice Chairman, Mr. Charles Fribourg possesses neither shared nor sole voting or dispositional control over the 2,134,080 Shares beneficially owned by Continental Grain Company. However, as the Vice Chairman of Continental Grain Company, there may be certain unforeseen circumstances affecting Continental Grain Company that could result in Mr. Charles Fribourg potentially influencing the sale and voting of the 2,134,080 Shares owned by Continental Grain Company. The Reporting Persons do not believe the occurrence of any such unforeseen circumstance to be probable. Mr. Charles Fribourg expressly disclaims any beneficial ownership of the 2,134,080 Shares beneficially owned by Continental Grain Company. | |
| (c) | No person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any securities owned by the Reporting Persons. | |
| (d) | No transactions in the Shares have been effected by the Reporting Persons during the past sixty (60) days. | |
| (e) | As a result of the transactions described herein, each and all of the Reporting Persons ceased to be the beneficial owner of more than 5% of the Shares on June 30, 2025. As such, the filing of this Amendment No. 9 represents the final amendment to the Schedule 13D and constitutes an exit filing for each of the Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 is hereby amended and supplemented as follows:
The Reporting Persons' responses in Item 4 of this Amendment No. 9 are incorporated by reference into this Item 6. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99.6: Cooperation Agreement (Incorporated by reference to Exhibit 10.1 of the Issuer's Current Report on the Form 8-K). | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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